SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to .240.14a-12
CANNON EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11(1).
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state
how it was determined): Not Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not applicable
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously Paid: Not Applicable
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
CANNON EXPRESS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 21, 2000
The undersigned shareholder(s) of Cannon Express, Inc. hereby appoint Dean G.
Cannon and Rose Marie Cannon, and each or either of them, the true and lawful
agents and attorneys-in-fact for the undersigned, with power of substitution,
to attend the meeting and to vote the stock owned by or registered in the
name of the undersigned, as instructed below, at the Annual Meeting of
Shareholders to be held on Tuesday, November 21, 2000 at 10:00 a.m., local
time, and at any adjournments thereof, for the transaction of the following
business:
1. To elect the following nominees for director of the Company:
Dean G. Cannon Rose Marie Cannon Uvalde R. Lindsey
The shareholder may withhold authority to vote for any of these nominees by
lining through or striking out the name of any such nominee.
UNLESS OTHERWISE INSTRUCTED HEREON, IT IS INTENDED THAT THE PROXIES WILL VOTE
THESE SHARES FOR THE FOREGOING PROPOSALS. The proxies will vote in their
sole discretion upon such other business as may properly come before the
meeting.
Please sign, date and return this proxy as soon as possible.
Dated , 2000
Signature
Signature
Please sign exactly as name(s) appear at left. If stock is in the name of
two or more persons, each should sign. Persons signing as attorney,
executor, administrator, trustee, guardian or other fiduciary, please give
full title as such. If a corporation, then signature should be by president
or other authorized officer. If a partnership, please sign in partnership
name by authorized person.
CANNON EXPRESS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
TO THE SHAREHOLDERS OF CANNON EXPRESS, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Cannon
Express, Inc., a Delaware corporation, will be held at the Springdale Room,
Holiday Inn & Northwest Arkansas Convention Center, Springdale, Arkansas on
Tuesday, November 21, 2000 at 10:00 a.m., local time, for the following
purposes:
1. To elect three directors.
2. To consider and act upon such other business as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on October 25, 2000 will
be entitled to vote at the Annual Meeting and any adjournments thereof.
The Company's Proxy Statement is submitted herewith. The annual report for
the year ended June 30, 2000 is being mailed to shareholders together with
the mailing of this Notice and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Dean G. Cannon,
President and Chairman of the Board of Directors
Springdale, Arkansas
October 27, 2000
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER
THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES
NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON IN
THE EVENT YOU SHOULD ATTEND THE MEETING.
CANNON EXPRESS, INC.
1457 Robinson
Springdale, Arkansas 72765
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 2000 AND ANY ADJOURNMENTS
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy, for use only at the Annual Meeting of Shareholders to be
held at the Springdale Room, Holiday Inn & Northwest Arkansas Convention
Center, Springdale, Arkansas on Tuesday, November 21, 2000 at 10:00 a.m.,
local time, and any adjournments or postponements thereof, is solicited on
behalf of the Board of Directors of the Company. Such solicitation is being
made primarily by mail, but may also be made in person or by telephone or
telegraph by officers, directors, and regular employees of the Company. All
expenses incurred in the solicitation will be borne by the Company.
Any shareholder executing a proxy retains the right to revoke it at any time
prior to exercise at the 2000 Annual Meeting. A proxy may be revoked at any
time before it is used, upon written notice to Rose Marie Cannon, Secretary
of the Company, by execution and delivery of a later proxy, or by attending
the meeting and voting in person. If not revoked, all properly executed
proxies received will be voted at the meeting in accordance with the terms of
the proxy.
This proxy material is first being mailed to shareholders on or about October
27, 2000.
OUTSTANDING STOCK AND VOTING RIGHTS
The outstanding shares of the Company as of October 10, 2000, totaled
3,205,276 shares of common stock, $ .01 par value (the "Common Stock"). At
the meeting, each shareholder will be entitled to one vote, in person or by
proxy, for each share of stock owned of record at the close of business on
October 25, 2000. Votes will be tabulated by inspectors of election
appointed by the Company's Board of Directors. The stock transfer books of
the Company will not be closed.
The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for the Board of
Directors while still granting authority to the proxy to vote for the
remaining nominees. The names of all nominees are listed on the proxy card.
If you wish to grant the proxy authority to vote for all nominees, check the
box marked "FOR" which appears above the list of nominees. If you wish to
withhold authority to vote for all nominees, check the box marked "ABSTAIN,"
also located above the list of nominees. If you wish your shares to be voted
for some nominees and not for one or more of the others, indicate the name(s)
of the nominee(s) for whom you are withholding authority by drawing a line
through such name(s). If no instructions are indicated, shares of common
stock will be voted for the election of the nominees.
Shareholders are not entitled to cumulative voting with respect to the
election of directors.
As noted above, the enclosed form of proxy provides a method for shareholders
to withhold authority to vote for a director and thereby abstain from voting.
If you check the box marked "ABSTAIN", shares will be voted neither for nor
against a director but will be counted for quorum purposes. Additionally,
"broker non-votes" are not relevant to the determination of a quorum or for
determining whether the proposal to elect directors has been approved. While
there may be instances in which a shareholder will wish to abstain, the Board
of Directors encourages all shareholders to vote their shares in their best
judgment and to participate in the voting process to the fullest extent
possible.
Provided a quorum is present, the affirmative vote of a plurality of the
shares of Common Stock represented at the meeting and entitled to vote is
required for election of each nominee to the Board of Directors.
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF MANAGEMENT
Directors are to be elected to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified. The
Board of Directors of the Company has recommended to the Company's
shareholders that the number of Directors which shall be authorized to manage
the affairs of the Company for the ensuing year shall be three, subject to
increase as provided in the Company's by-laws, and that the nominees listed
below be elected as directors at the Annual Meeting.
The following table sets forth, as of October 10, 2000, the name, age, term
of office as director of the Company, and ownership of the Company's Common
Stock with respect to each nominee for election to the Board of Directors,
the named directors, the named executive officers, and of the directors and
executive officers of the Company as a group. Each of the nominees listed
below served as members of the Board of Directors during the last fiscal
year.
Year First Common
Elected Shares
Nominees and Officers Age Director Owned Percentage(2)
Dean G. Cannon(1) 59 1986 1,934,486 60%
Rose Marie Cannon(1) 59 1986 1,934,486 60%
Uvalde R. Lindsey 60 1992 * *
Roy E. Stanley(3) 56 1987 19,790 1%
Larry L. Patrick(3) 55 N/A 37,308 1%
Duane Wormington(3) 43 N/A 24,829 1%
All current directors, nominated directors
and executive officers (6 persons) 2,026,345 64%
(1)See "Principal Shareholders"
(2)Percentage based upon 3,205,276 Shares of Common Stock as of October 10,
2000.
(3)Not a nominee for director.
* Denotes ownership of less than 1% of the total outstanding shares of
Common Stock.
Business Experience. The following is a brief summary of the business
experience of each of the nominees for director of the Company for at least
the past five years:
Dean G. Cannon has served as President and a Director of the Company since
its inception in 1981.
Rose Marie Cannon has served as Secretary, Treasurer and a Director of the
Company since its inception in 1981.
Uvalde R. Lindsey is an economic development consultant and Director of the
Northwest Arkansas Council, a regional organization dedicated to the economic
enhancement of Northwest Arkansas. After graduating from the University of
Arkansas, Mr. Lindsey owned and operated a chain of automotive parts stores
in Arkansas, Missouri and Oklahoma. After selling his businesses in 1983,
Lindsey served as Budget Officer to the Governor of the State of Arkansas and
as Executive Director of the Northwest Arkansas Economic Development
District.
Rose Marie Cannon is the wife of Dean G. Cannon. Except for the foregoing,
no family relationships exist among any of the persons named above.
The Board of Directors has no reason to believe that any nominee will be
unable or unwilling to accept nomination or to serve if elected. However,
should any nominee become unable or unwilling to accept nomination or to
serve if elected, all proxies will be voted for the election of a qualified
substitute nominated by the Board of Directors.
Committees
The Company presently does not have standing nominating committees. The
Board of Directors nominates persons for director. The Board will consider
suggestions by shareholders for names of nominees to the Board of Directors
for the fiscal year ending June 30, 2002, provided that such suggestions are
made in writing and delivered to Rose Marie Cannon, Secretary of the Company,
on or before June 30, 2001.
The Company has an audit committee which is presently composed of Dean G.
Cannon, Roy E. Stanley and Uvalde Lindsey. Mr. Stanley is not standing for
re-election the Company's Board of Directors. The Audit Committee recommends
candidates to serve as the Company's auditors, reviews the reports of the
Company's auditors, and has the authority to investigate the financial and
business affairs of the Company.
The Company has a compensation committee which is presently composed of
Uvalde R. Lindsey and Roy E. Stanley. Mr. Stanley is not standing for re-
election to the Company's Board of Directors. The compensation committee
makes recommendations to the Board of Directors regarding compensation for
the President and Secretary/Treasurer of the Company.
During the past fiscal year, the Board of Directors met on one occasion, the
Audit Committee met once, and the Compensation Committee met once.
In fiscal 2000, each director attended at least 75% or more of the total of
meetings of the Board and committees of the Board during the period in which
he or she served.
PRINCIPAL SHAREHOLDERS
As of October 10, 2000, the only shareholders known to the Company to own,
directly or indirectly, more than 5% of the Company's Common Stock are
reflected in the following table:
Number of Shares Percent of
Beneficially Outstanding
Name and Address Owned Shares(4)
Dean G. Cannon 1,934,486(1) 60%
1457 Robinson
Springdale, Arkansas 72764
Rose Marie Cannon 1,934,486(2) 60%
1457 Robinson
Springdale, Arkansas 72764
Fidelity Management & Research Co. 255,100(3) 8%
82 Devonshire Street
Boston, Massachusetts 02109
Alice L. Walton 283,289 9%
10587 Hwy 281 S.
Fayetteville, Arkansas 72701
(1) Includes 343,150 shares owned of record by Rose Marie Cannon, his wife,
and 1,248,186 shares held jointly by Dean G. and Rose Marie Cannon.
(2) Includes 343,150 shares owned of record by Dean G. Cannon, her husband,
and 1,248,186 shares held jointly by Rose Marie and Dean G. Cannon.
(3) Based on information received on Schedule 13G filed by FMR Corp. in
February 2000.
(4) Percentage based upon 3,205,276 shares of the Company's Common Stock
outstanding as of October 10, 2000.
EXECUTIVE COMPENSATION
The following table is set forth with respect to all cash compensation paid
or to be paid by the Company as well as certain other compensation paid to
the Chief Executive Officer and other executive officers whose total
remuneration exceeded $100,000 during fiscal year 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Securities
Other Under-
Annual Restricted Lying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Dean G. Cannon 2000 210,016(1) 240,000 -0- -0- -0-/-0- -0- -0-
President, 1999 208,053(1) 240,000 -0- -0- -0-/-0- -0- -0-
Chairman of 1998 207,690(1) 240,000 -0- -0- -0-/-0- -0- -0-
the Board
Larry L. Patrick 2000 162,081 -0- -0- -0- -0-/-0- -0- -0-
Vice-President 1999 162,855 -0- -0- -0- -0-/-0- -0- -0-
1998 162,880 -0- -0- -0- -0-/-0- -0- -0-
Duane Wormington 2000 139,241 -0- -0- -0- -0-/-0- -0- -0-
Vice-President 1999 124,158 -0- -0- -0- -0-/-0- -0- -0-
of Finance 1998 113,730 -0- -0- -0- -0-/-0- -0- -0-
(1) Amounts shown include cash and non-cash compensation earned and received
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of Unexercised
Number Unexercised Options In-the-Money Options
Shares at June 30, 2000 at June 30, 2000
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
Larry L. Patrick -0- -0- 37,243 /-0-(1) $ -0-/$-0-(3)
Duane Wormington -0- -0- 24,829 /-0-(2) $ -0-/$-0-(3)
(1) Represent options to purchase 37,243 Common shares granted under the
Company's Incentive Stock Option Plan.
(2) Represent options to purchase 24,829 Common shares granted under the
Company's Incentive Stock Option Plan.
(3) Market value of the Company's Common Stock at 6/30/00 was $2.88 per share.
Value of unexercised options was calculated based upon the difference
between the foregoing market values and the exercise price of the options.
Each non-officer director was paid a total of $200 for each meeting of the
Board of Directors or its committees which he attended. Directors do not
receive annual fees for attendance at meetings.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The members of the
compensation Committee are Uvalde R. Lindsey and Roy E. Stanley, both non-
employee directors of the Company. Mr. Stanley is not standing for re-
election to the Company's Board of Directors. All decisions by the
Compensation Committee relating to compensation of the Company's executive
officers are reviewed by the full board, except for decisions regarding
awards under the Company's Incentive Stock Option Plan (the "Plan"), which
must be made solely by the Committee in order for the grants to satisfy
Exchange Act Rule 16b-3.
Compensation Policies
The overall compensation policy of the Company is to maximize shareholder
return by combining annual and long-term compensation to executives. The
Committee seeks to provide annual compensation which motivates executives by
recognizing and rewarding individual initiative and achievement. Long-term
compensation to executives is based on stock ownership by management.
Compensation Elements
The following alternatives were available to the Committee as compensation
elements during fiscal 2000: base salary, annual cash bonuses for fiscal
2000, and stock options granted under the Company's Plan. Compensation paid
during fiscal 2000 reflected the Committee's emphasis of determining pay on
an individualized basis.
Base Salary. Executive's base salaries are initially determined with
reference to comparable base salaries of others in the Company's industry.
Subjective measures of performance include a review of each executive's past
and anticipated level of performance. The Committee does not attempt to
relate executive salaries to objective performance-related criteria.
Cash Bonuses. The Compensation Committee determines on an annual basis
whether to award cash bonuses to executives. While no general bonus program
existed during fiscal 2000, the Compensation Committee may elect to award
bonuses to reward individual contributions. Bonuses are awarded by the
Compensation Committee based on subjective criteria, such as a review of the
executive's past and anticipated performance. The Committee does not attempt
to relate bonuses to objective performance-related criteria.
Stock Options. The Company's long-term incentive program is based on the
Company's Plan, which was approved by shareholders in 1986. Upon selection
by the Compensation Committee, the company's key employees are eligible to
participate in the Plan. In determining whether to grant options, the
Committee reviews the options previously granted and exercised under the
Plan, the Company's performance as determined in the market price of its
stock, individual performance and potential contribution to the Company and
the perceived need of providing additional long-term incentive to key
executives. Based on these criteria, no options to acquire shares of the
Company's Common Stock were granted to executive officers during fiscal 2000.
CEO Compensation
The compensation Committee's general approach in setting Mr. Cannon's target
annual compensation is to seek to be competitive with other companies of a
similar size in the Company's industry, to recognize and reward initiative,
overall corporate performance and managerial ability, and to provide long-
term incentive to increase shareholder value. In setting Mr. Cannon's cash
compensation, the Committee reviewed the compensation of chief executive
officers of other companies in the industry. The Committee targeted Mr.
Cannon's cash compensation to fall within the range of such amounts. The
Committee also considered corporate earnings based on Mr. Cannon's efforts
during fiscal 2000. Based on these factors, the Compensation Committee
determined that a $240,000 bonus was appropriate to bring Mr. Cannon's
aggregate compensation in line with that of CEOs of similarly sized and
similarly profitable companies in the industry. The Committee believes that
Mr. Cannon's aggregate cash compensation is comparable with or below the
external marketplace.
COMPENSATION COMMITTEE
Uvalde R. Lindsey
Roy E. Stanley
Compensation Committee Interlocks and Insider Participation
There exist no interlocking relationships on the Compensation Committee
CERTAIN RELATED TRANSACTIONS
The Company leases its offices from Dean G. Cannon and Rose Marie Cannon
pursuant to a written lease entered into and effective as of September 1,
1986. The lease provides for monthly payments of $3,000, cancelable by the
Company on 30 days' notice and is on terms no less favorable to the Company
as could be obtained from an independent third party.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such reports furnished to the
Company, or written representations from certain reporting persons, the
Company believes that, during the 2000 fiscal year, all filing requirements
were complied with as they apply to its officers, directors and greater than
10% beneficial owners.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return to the
Company's shareholders during the six-year period ended June 30, 2000, as
well as an overall stock market index (AMEX Market Index) and a published
industry index (NASDAQ Transportation Index).
6-95 6-96 6-97 6-98 6-99 6-00
Cannon Express 100 79 49 60 22 22
NASDAQ Transportation Index 100 111 127 154 157 119
AMEX Market Index 100 115 124 155 175 206
The stock performance graph assumes $100 was invested on July 1, 1995 and
that all dividends were reinvested. There can be no assurance that the
Company's stock performance will continue into the future with the same or
similar trends depicted in the graph above. The Company will not make nor
endorse any predictions as to future stock performance.
AUDITORS TO BE PRESENT
The Board of Directors has selected Arthur Andersen LLP to serve as the
independent auditors of the Company for the current fiscal year. A
representative of Arthur Andersen is expected to be in attendance at the
Annual Meeting and will be afforded the opportunity to make a statement.
The representative will also be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Rule 14a-4(c) under the Securities and Exchange Act of 1934 (the "1934
Act") governs the Company's use of discretionary proxy voting authority
with respect to shareholder proposals that are not being included in the
Company's proxy solicitation materials pursuant to Rule 14a-8 of the 1934
Act. Rule 14a-4(c)(1) provides that if a shareholder wishing to make a
proposal fails to notify the company at least 45 days prior to the month and
day of mailing of the prior year's proxy statement (or by an earlier or
later date established by an overriding advance notice provision contained
in the Company's charter or bylaws), then the management proxies named in
the form of proxy distributed in connection with Company's proxy statement
would be allowed to use their discretionary voting authority to address the
matter submitted by the proponent, without discussion of the matter in the
proxy statement. In addition, if a shareholder desires to include a
proposal in the Company's proxy statement for the 2001 Annual Meeting, the
proposal should be directed to Mr. Dean G. Cannon, Chairman of the Company's
Board of Directors, and must be received by the Company on or before June
28, 2001. Any such proposal must comply with the requirements of Rule 14a-8
of the 1934 Act.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made personally, by written communications, telephone or telegraph,
and may be made by directors, officers, and regular employees of the Company
who will not receive any additional compensation, except reimbursement of
actual expenses, in connection with such solicitation.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ending June 30,
2000, as filed with the United States Securities and Exchange Commission,
including the financial statements and schedules thereto. The written
request should be sent to Mr. Dean G. Cannon, Chairman of the Company's Board
of Directors, 1457 Robinson, P.O. Box 364, Springdale, Arkansas 72765.
OTHER MATTERS
So far as is now known, there is no business other than that described above
to be presented to the shareholders for action at the meeting. Should other
business come before the meeting, votes may be cast pursuant to proxies in
respect to any such business in the best judgment of the persons acting under
the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Dean G. Cannon, Chairman
October 27, 2000
